Agilent Technologies, Inc. ($A)

Good morning, everyone, and welcome to Agilent's 2026 Annual Stockholders Meeting. We're glad you can join us today. My name is Bret DiMarco, and I am the Senior Vice President, Chief Legal Officer and Secretary of the company. I will be the chairperson of today's meeting. I will also be acting as Secretary of today's meeting. Also present at today's meeting today are members of the Board of Directors, Akinola Marinho of Computershare and the Inspector of Elections of today's meeting; and [ Lindsay Bazzali ] and [ Brittany Walrek ] from PricewaterhouseCoopers, the company's public registered accounting firm. Today's meeting is being webcast live and recorded. The recording will be available on Agilent's website following the meeting. Let's get started by calling Agilent's Annual Stockholders Meeting to order. It is now 8:02 a.m. Pacific Time, we are conducting the meeting in accordance with the company's bylaws. We have four business items on the agenda. They are: one, to elect four directors to 3-year terms; two, to approve on a non-binding advisory basis, the compensation of Agilent's named executive officers for fiscal year 2025; three, to ratify the Audit and Finance Committee's appointment of PricewaterhouseCoopers as our independent registered public accounting firm for the 2026 fiscal year; and four, to approve an amendment to Agilent's third amended and restated certificate of incorporation to declassify the Board of Directors over a 3-year period. Based on historical trends and as noted in the proxy statement, we have not set up a Q&A line for stockholders listening to the live webcast as it has not been used by stockholders in the past. As also noted in the proxy statement, Stockholders of record attending the annual meeting in person will have an opportunity to ask questions during the annual meeting. There are no stockholders in attendance in person at today's meeting, so we will not have a Q&A session. If you have a question that is not addressed at today's meeting, you can contact us by visiting the Investor Relations page on the Agilent website. All right. Moving on to our agenda items. Agilent's Board of Directors has supported Akinola Marinho of Computershare to serve as our Inspector of Elections for this year's meeting. Akinola has taken and signed an oath as Inspector of Election. This document will be filed with the minutes of today's meeting. Computershare has certified that starting on February 6, 2026, the proxy materials or a notice of the availability of the proxy materials were mailed to all stockholders of record as of January 21, 2026. Copies of these proxy materials and related certificates will be attached to the minutes of today's meeting. As the Secretary of the company, I have in my possession a certified list of stockholders as of record, as of January 21, 2026. January 21, 2026, is the record date set by the board for the determination of eligibility to vote at today's meeting. The Inspector of Election has informed me that as of January 21, 2026, there were 282,839,637 shares of common stock outstanding, each entitled to 1 vote. Akinola, would you please report on the shares represented at the meeting?

My examination of the proxies on file shows that they're present by proxy, 250,281,785 shares of common stock all of which are represented by Bret DiMarco. The shares present by proxy represent approximately 88% of the shares of common stock outstanding and entitled to vote.

Thank you, Akinola. Please prepare and file a written report on the final count of shares in attendance at the meeting. Since we have the majority of the outstanding shares represented at the meeting, I declare that there is a quorum present and that we may proceed with the business of the meeting. Now I will review each of the items that stockholders have been asked to vote on then I will ask Akinola to report on the preliminary voting results. There are no stockholders in attendance and in person and as noted in the proxy, stockholders listening to the live webcast cannot record votes. The preliminary voting results are based on proxies received in accordance with the instructions provided in the proxy materials or notice of the availability of the proxy materials mailed to stockholders. The first item is the election of directors. This year, you have been asked to vote on the reelection of four incumbent directors to serve for a 3-year term expiring at the annual meeting in 2029. Judy Gawlik Brown; Sue H. Rataj; George A. Scangos, Ph.D.; and Dow R. Wilson. The biographical information on the nominees and their qualifications to serve as a director are contained in your proxy materials. As set forth in the proxy statement, the Board recommends that you vote your shares for each of the nominees to the Board. The second item of business is an advisory vote of the stockholders to approve the compensation of Agilent's named executive officers for fiscal year 2026 (sic) [ 2025 ]. Their compensation is described in the proxy materials. This advisory vote is nonbinding on the company. However, the Board of Directors values your opinions and will consider the outcome of the vote in establishing compensation philosophy and making future compensation decisions for the company's executive officers. As set forth in the proxy statement, the Board recommends that you vote your shares for the approval of the compensation of Agilent's named executive officers. The third item of business is to ratify the Audit and Finance Committee's appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for the 2026 fiscal year. As set forth in the proxy statement, the Board recommends that you vote your shares for the ratification of the Audit and Finance Committee's appointment of PricewaterhouseCoopers as Agilent's independent registered public accounting firm. The fourth item of business is to approve an amendment to Agilent's third amended and restated Certificate of Corporation to declassify the Board of Directors over a 3-year period. As set forth in the proxy statement, the Board recommends that you vote your shares for the amendment of Agilent's third amended and restated Certificate of Incorporation. Now I will ask Akinola to report on the results of the proposal to elect 4 directors to 3-year terms.

For the election of directors, each nominee received at least 196,677,563 shares, voted in favor of such nominee. This is 86% of the votes cast with respect to each director.

Thank you, Akinola. Based on these preliminary results, since each nominee has received at least a majority of the votes cast with respect to that nominee. I declare that the nominees have each been elected to serve a 3-year term. Now I'll ask Akinola to report on the results of the advisory vote to approve the compensation of Agilent's named executive officers.

There were 208,587,202 shares voted in favor of the approval of the compensation of Agilent's named executive officers for fiscal year 2025, as described in the company's proxy statement. This is 92% of the shares present at the meeting and entitled to vote on this proposal.

Thank you. Based on these preliminary results, since the proposal received at least a majority of the shares present at the meeting and entitled to vote on the proposal, I declare that the compensation of Agilent's named executive officers for fiscal year 2025 has been approved. Now I'll ask Akinola to report on the results of the vote to ratify the Audit and Finance Committee's appointment of PricewaterhouseCoopers as Agilent's independent registered public accounting firm for the 2026 fiscal year.

There were 220,739,641 shares voted in favor of the ratification of the Audit and Finance Committee's appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm. This is 88% of the shares present at the meeting and entitled to vote on this proposal.

Sorry, I think my microphone may have cut out for 1 second. Akinola, I'm sorry, I was having some technical difficulties. Could you just repeat that last paragraph?

There were 220,739,641 shares voted in favor of the ratification of Audit and Finance companies appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm. This is 80% of the shares present at the meeting and entitled to vote on this proposal.

Great. Thank you, and apologies for some technical difficulties. Based on these preliminary results, since the proposal received at least a majority of the shares present at the meeting and entitled to vote on the proposal, I declare that the Audit and Finance Committee's appointment of PricewaterhouseCoopers to serve as the company's independent registered public accounting firm for fiscal 2026 has been ratified. Now I'll ask Akinola to report on the results of the vote to approve an amendment to Agilent's third amended and restated certificate of the corporation to declassify the Board of Directors over a 3-year period.

There were 227,305,896 shares voted in favor to approve an amendment to Agilent's third amended and restated Certificate of Incorporation to declassify the Board of Directors over a 3-year period. This is 99% of Agilent's outstanding shares of common stock.

Thank you. Based on these preliminary results, since the proposal received at least a majority of Agilent's outstanding shares of common stock, I declare that the amendment to Agilent's third amended and restated Certificate of Incorporation to declassify the Board of Directors over a 3-year period. In the next few days, Agilent will publicly report the final official results of today's votes. You can review these results through our public SEC filings, which can be found through the Investor Relations page on the Agilent website. This concludes the business of today's stockholder meeting. It is now 8:12 a.m. Pacific Time. I declare that today's meeting is hereby adjourned. Thank you.